Offer Letter between the Company and Ms. Juster effective November 1, 2018

Since you are a new employee and will not immediately start receiving incentive compensation payments based on your participation in the Annual Cash Incentive Plan (all incentive payments are made in the following fiscal year based on the Company’s performance in the prior fiscal year), you will be paid the Annual Cash Incentive Bridge Payments set forth below to transition you in to the Annual Cash Incentive Plan.

Annual Cash Incentive Bridge Payments will be paid on or about the 15^th day of the following months at the following amounts (with appropriate deductions, including payroll taxes):

$106,000 in December 2018

$320,000 in June 2019  

$107,000 in August 2019 

$107,000 in December 2019 

You must be employed by the Company on the date an Annual Cash Incentive Bridge Payment is made to receive such Annual Cash Incentive Bridge Payment. If your employment with the Company ends prior to your full transition into the Annual Cash Incentive Plan and before you receive all Annual Cash Incentive Bridge Payment set forth above, you will not be eligible to receive the remaining Annual Cash Incentive Bridge Payment.

Annual Performance Share Award: This performance-based award will be earned based on the Company’s consolidated return on capital (“Return on Capital”) for fiscal year 2019. For fiscal year 2019, “Return on Capital” shall mean Adjusted Net Income divided by the result of Total Assets (excluding Cash and Investments) less Total Liabilities (excluding Debt) for the Company. “Adjusted Net Income” is defined as net income adjusted for the following non-operating items: investment in the corporate venture capital fund/growth acceleration fund/innovation fund up to a maximum of $2 million; all costs related to the CEO transition except the CEO’s base salary as determined by the revised employment agreement through his retirement date plus the newly appointed CEO’s normal cash and stock compensation costs beginning after retirement date (Example of costs to be excluded are, but not in its entirety, retirement-related compensation cost related to CEO’s revised employment agreement, recruiting fees, one-time costs paid to an external hire (buyout of previous stock comp plan, sign-on bonus, relocation costs)); the impact of any non-operating event causing destruction of or damage to Company property; the effects of acquisitions, both capital and earnings/loss, during the fiscal year of the acquisition and the costs associated with due diligence; and any fines/penalties assessed as a result of the GSA matter to the extent they exceed $4 million. The actual number of shares of the Company’s common stock (“Common Stock”) that will be issued to you in August or September 2019 following the end of the fiscal year shall be determined based on the Company’s consolidated Return on Capital for fiscal year 2019 according to the following targets, which have been established for fiscal year 2019:

Long Term Restricted Stock Unit Award: This time-based stock incentive encourages you and rewards you for delivering shareowner value by delivering results that increase the value of the Company’s Common Stock. If you meet the conditions of continuous service as outlined in the applicable award agreement on the vesting date, the number of shares of Common Stock set forth in the award agreement, plus the amount of any dividends accumulated on such shares from your start date until the vesting date as described in the award agreement, will be delivered to you as soon as practical after the vesting date with no restrictions. These restricted stock unit awards will also aid you in attaining your officer ownership expectation, which is 5 times your base salary.

$166,167 vesting 06/30/2019

$250,000 vesting 06/30/2020

$250,000 vesting 06/30/2021

Plus an additional sign-on bonus award of $1,500,000 vesting 06/30/2021

Relative Total Shareholder Return Stock Award: This performance-based award will provide you with the opportunity to earn a number of shares of the Company’s Common Stock between 0% and 200% of the target number of shares set forth below. The number of shares that will be earned by you will depend on the performance of the Company’s Common Stock over a specified performance cycle relative to a group of peers, and will be determined based on the Company’s consolidated relative total shareholder return (“RTSR”) for such period, as follows:

$500,000 vesting 06/30/2020

$500,000 vesting 06/30/2021

401(k) Retirement Plan: You are eligible to participate in our 401(k) Retirement Plan on your first day of employment. Unless you elect to start participating sooner or choose to opt out, you will be enrolled in the plan with a 3% pre-tax payroll deduction automatically starting around the 45th day of employment. Your pre-tax contribution rate will automatically increase by one percentage point each July. You can choose to contribute up to 50% of your pay on a pre-tax, traditional after-tax or Roth after-tax basis. Because you are over the age of 50, you are also eligible to make additional catch-up contributions each year.

Supplemental Retirement Plan (SERP): Effective January 1, 2019, you will be eligible to participate in the Supplemental Retirement Plan. You may elect to defer up to 50% of your compensation into this supplemental retirement plan. Based on your compensation level, tax laws begin to limit your ability to fully participate in the Company’s 401(k) Retirement Plan. Accordingly, the SERP provides a vehicle to offset such effect and contribute greater amounts, in a non-qualified plan, towards your retirement. Participation in the SERP is optional and is simply a vehicle to meet your retirement saving goals if you max out the contributions you can make to the traditional 401(k) Retirement Plan.

Company Contribution: Each year following the fiscal year end (June 30th), the Company will make a profit-sharing contribution to your retirement account. The Company’s contribution is not a matching contribution, which means it is not based on the percentage you personally contribute to your retirement account. The Company’s contributions are calculated based on your retirement-eligible wages during the plan year. All eligible employees currently receive a minimum 3% Company contribution.

Pursuant to the Executive Employment Agreement, if your employment is terminated by the Company without Cause (as defined in the agreement) or by you for Good Reason (as defined in the agreement), the Company will provide compensation and benefits as follows:

base salary through the date of termination of employment;

any deferred and unpaid cash incentive amounts due for the immediately preceding fiscal year;

(a) unless your termination occurs during the one-year period before a Change in Control (as defined in the agreement) or during the two-year period following a Change in Control, severance pay equal to the sum of your annual base salary at the highest rate in effect during the three years immediately preceding your last day of employment and the higher of either your target cash incentive for the period in which your last day of employment occurs or your average annual cash incentive award for the three annual cash incentive periods immediately preceding your last day of employment, plus a reimbursement payment of $50,000 (subject to cost-of-living adjustment) in lieu of continued welfare and fringe benefits, or (b) if your termination occurs during the one-year period before a Change in Control or the two-year period following a Change in Control, severance pay is determined by the terms of the Change in Control Agreement;

reimbursement for outplacement service costs up to $25,000;

payments under the Annual Cash Incentive Plan and all performance-based equity awards previously awarded to you under the applicable stock plans but not yet vested will vest as if you remained employed by the Company and will be paid out in accordance with the terms of the applicable award agreement based on the actual performance results of the Company, while all service-based stock awards will become fully vested as of the date of separation; and

payment of all SERP benefit amounts, which will become fully vested.

In addition, the Executive Employment Agreement imposes non-competition and non-solicitation obligations during the term of the employment and for a period of 12 months (or a shorter period, for an executive employed for fewer than 12 months) following termination of employment for any reason.

Pursuant to the Change in Control Agreement, in the event of a Change in Control (as defined in the agreement), the Company will accelerate payment to you of an amount in cash, shares of Common Stock or a combination thereof equal to the value at the effective date of the Change in Control or the termination of employment, as applicable, of all options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, and Annual Cash Incentive Plan payments, all of which will become fully vested with all performance-based awards vesting at 100% of target (except that RTSR awards will vest and Annual Cash Incentive Plan awards will be paid on a pro-rata basis) (1) on the later of the date of termination or the effective date of the Change in Control (the “Termination Date”) if your employment is terminated without Cause or by you for Good Reason during the one-year period before, or the two-year period following, the Change in Control; and (2) on the effective date of the Change in Control without a termination of employment if any successor entity has not assumed the obligations with respect to such awards or has not substituted benefit rights that are at least as favorable to you as such awards. You will also become fully vested in the SERP and will receive all benefit amounts under that plan.

In addition, upon a Change in Control Event, as soon as practicable following your termination date, you will receive severance pay in a sum equal to two times the sum of your annual base salary at the highest rate in effect during the three years immediately preceding your last day of employment and the higher of either your target annual cash incentive for the period in which your last day of employment occurs or your average annual cash incentive award for the three annual cash incentive periods immediately preceding your last day of employment. You will also receive a reimbursement amount equal to two times the product of $50,000 and a fraction, the numerator of which is the Employment Cost Index and the denominator of which is the Employment Cost Index for the first calendar quarter of 2015 for welfare and fringe benefit plan reimbursements. You will also be eligible for $25,000 in outplacement assistance during the first 12 months after separation from employment.

If any payments under the Executive Employment Agreement or Change in Control Agreement are subject to excise tax (or any interest or penalties incurred due to excise tax) imposed by Section 409A of the Internal Revenue Code due to early payment of deferred compensation following separation without Cause or resignation for Good Reason or a change in control, You will be entitled to a supplemental payment as set forth in the respective agreements.

The terms of the Executive Employment Agreement and the Change in Control Agreement are substantially the same as the agreements in place with the current executive management team.  This summary of these agreements is not intended to be complete and is qualified in its entirety by reference to the form of the Change in Control Agreement and the form of the Executive Employment Agreement attached hereto.